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Practice/Industry Group Overview
The Corporate Finance & Technology Group of the law firm of Buchanan Ingersoll structures, negotiates, documents and completes transactions essential to accomplishing both the operational and strategic objectives of its business clients. The firm's services in this area span the range of public and private capital formation, merger and acquisition, change of control, corporate governance and regulatory issues. In situations that involve matters of corporate tax, antitrust, environmental law, employee benefits, labor relations, international law, real estate, intellectual property or litigation, attorneys from other Buchanan Ingersoll practice areas lend their assistance, as appropriate.
The firm's corporate finance client base includes companies engaged in both light manufacturing and heavy industry, service and white-collar industries, cable television, high technology ventures, the consumer products field and insurance. Financial institution clients include banks and other institutional lenders, investment bankers, brokers, venture capital funds and regulated investment companies. Clients form a diverse group ranging from individuals, startups and growing businesses to seasoned companies, public corporations and members of the Fortune 500.
Having acquired a working understanding of the function, goals and needs of a client's business, the firm tailors its services to produce responsive, creative and cost-efficient solutions across a wide spectrum of transactional, planning and compliance matters. The firm takes particular pride in the dynamic blend of talents and energy¿an aggressive deal-making and problem-solving chemistry¿that its lawyers bring to bear in the corporate finance arena.
Capital Formation, Mergers, Acquisitions and Restructuring
Buchanan Ingersoll lawyers assist businesses, underwriters, investment bankers, investors and lenders at all stages of the capital formation process. Their experience includes raising various forms of equity and debt through registered offerings, shelf offerings, private placements, ESOPs and senior and subordinated debt financings. They also regularly handle mergers, acquisitions, LBOs, divestitures, restructurings, recapitalizations, share repurchases, self-tenders and transactions which convert companies from public to private ownership. Their services exhibit an understanding of capital markets which enables them to apply technical knowledge practically and productively in the context of individual client needs.
Representative larger projects include taking companies public in registered offerings; completing a public offering of $250 million in high-yield securities; structuring and concluding a $550 million merger, acquisition and joint venture transaction among both public and private companies; participating in extensive corporate divestiture programs; and assisting in the restructuring and refinancing of public companies well over $1 billion in size.
Contests for Control
The firm has experience in the legal and strategic issues associated with contests for control. These conflicts, which occur most frequently in the public company sector, typically involve hostile tender offers, proxy fights, unsolicited merger proposals and stock accumulation programs. However, disputes involve ownership of privately held businesses as well. In addressing either situation, Buchanan Ingersoll lawyers recognize the need for informed judgment, decisive strategy and prompt execution which accompanies any battle for corporate control. More importantly, they have exhibited these qualities repeatedly . . . at the negotiating table, in the boardroom and in the courts at all levels.
Corporate Governance and Regulatory Compliance
Clients also benefit from the firm's experience in less confrontational aspects of corporate governance. Our lawyers regularly assist boards of directors and management in developing short- and long-term programs involving issues of business judgment, anti-takeover and shareholder protection measures, shareholder relations, stock plans, executive compensation and employee benefits.
In addressing their compliance requirements, Buchanan Ingersoll clients benefit from the firm's frequent dealings with the Securities and Exchange Commission (SEC), major stock exchanges, the National Association of Securities Dealers, all 50 state securities commissions, and federal and state banking officials. Specific services include assisting companies in meeting SEC reporting standards governing annual and periodic reports, shareholder meetings, proxy statements, public disclosure, shareholder communications, insider trading and share ownership reports.
In an increasingly complex business world, companies face many challenges in financing and managing their assets, capital and growth. Buchanan Ingersoll lawyers provide a comprehensive capability to help clients meet these needs.
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